[LOGO OF CARVER FEDERAL SAVINGS BANK [LOGO OF COMMUNITY CAPITAL BANK]
CARVER BANCORP, INC. TO ACQUIRE BROOKLYN'S COMMUNITY CAPITAL BANK,
AN AWARD-WINNING SMALL BUSINESS LENDER
--COMBINATION TO CREATE COMPREHENSIVE LENDING PLATFORM FOR CONSUMERS,
REAL ESTATE, SMALL BUSINESS, AND NON-PROFIT
ORGANIZATIONS ACROSS LARGER BRANCH NETWORK--
NEW YORK, APRIL 6, 2006 -- Carver Bancorp, Inc. (the "Company" or "Carver")
(AMEX: CNY), the holding company for Carver Federal Savings Bank and Community
Capital Bank, a Brooklyn-based community bank and leader in providing credit to
minority- and women-owned small businesses in its markets, announced today that
the companies have signed a definitive agreement whereby Carver will acquire
Community Capital for $11.1 million, or $40.00 per Community Capital share, in
cash.
With assets of approximately $800 million following the combination,
the transaction reinforces Carver's position as the nation's largest African-
and Caribbean-American operated bank. The transaction also brings together two
institutions with deep community banking experience in New York City's urban
neighborhoods, positioning the combined company to capitalize on one of the
fastest growing and affluent minority consumer and small business markets in the
country.
The transaction is expected to generate significant strategic
benefits:
o Carver's entrepreneurial commercial real estate and
residential lending arms will join with Community
Capital's award-winning Small Business Administration
("SBA") lending operation to create a comprehensive
lending platform for consumers, real estate developers
and landlords, small businesses and non-profits across a
larger branch network.
o The combined company's balance sheet will provide
increased resources for loan production in key growth
areas.
o The management teams of both banks have identified areas
where the increased scale of the combined entity will
enhance operating efficiencies.
o The transaction is expected to be accretive to earnings
in the first full year of operations.
o Community Capital Bank's Board of Directors will form an
Advisory Board to assist the Company during a transition
period following the acquisition.
Deborah C. Wright, Chairman and CEO of Carver, said: "Community Capital
Bank has distinguished itself in the New York City marketplace as a leading SBA
lender, particularly to minority and women-owned businesses, and non-profits.
Their experience in these areas is an excellent complement to Carver's existing
strengths in commercial, construction and residential real estate lending.
Following the combination of our institutions, Carver will expand on Community
Capital's strong tradition of personal service and commitment to meeting the
banking needs of its customers by providing a comprehensive lending platform for
consumers, real estate developers and landlords, small businesses and
non-profits throughout our combined branch network. By adding the small business
lending segment so vital to the economy of New York City, Carver will be
positioned to accelerate its growth for the benefit of our stockholders,
customers, employees and the communities we serve."
Alric B. Nembhard, Chairman of Community Capital Bank said: "We believe
the sale of Community Capital to Carver is in the best interests of our
stockholders, customers and employees. The combination of two banks
distinguished by their ability to address the unique community banking needs of
Brooklyn residents, businesses and non-profits will be a benefit to all our
stakeholders."
Community Capital Bank President & CEO Charles F. Koehler added: "The
Community Capital team is very proud of the relationships we've developed with
small- and mid-sized businesses and non-profits as we have helped them grow. In
turn, they continue to be the engines of employment growth critical to the
fabric of our neighborhoods. I am excited about the opportunity to work with the
Carver team to expand our successful lending capabilities in this rapidly
growing borough, and to extend Community Capital's reach further in New York
City, including Carver's Manhattan and Queens territories."
The combined organization will have 10 branches located in New York
City's Harlem, downtown Brooklyn, Bedford-Stuyvesant, Crown Heights, Fort
Greene, Jamaica, St. Albans and Sunset Park neighborhoods. The Company's
headquarters will remain in Harlem and the combined institution will continue to
trade on the American Stock Exchange under the ticker symbol "CNY."
Ms. Wright will remain Chairman and CEO of Carver. Mr. Koehler will
become President of the Company's Community Capital subsidiary, responsible for
overseeing all lending operations of the combined entity, including small
business and commercial and residential real estate. The remaining senior
management positions will be selected from both companies.
The agreement has been approved by the Boards of Directors of both
companies and will be submitted to stockholders of Community Capital for
approval. The transaction is subject to regulatory approval. It is anticipated
that the combined institution will retain both commercial banking and thrift
charters. The transaction is expected to close by September 30, 2006.
Carver was represented in the transaction by its financial advisor,
Keefe, Bruyette and Woods, and its legal advisor, Thacher Proffitt & Wood LLP.
Community Capital was represented by its financial advisor, RBC Capital Markets,
and its legal advisor, Sullivan & Cromwell LLP.
ABOUT CARVER BANCORP, INC.
- --------------------------
Carver Bancorp, Inc., the largest African- and Caribbean-American
operated bank in the United States, is the holding company for Carver Federal
Savings Bank, a federally chartered stock savings bank originally chartered in
1948. Carver became a public company in 1996. Carver had $646 million in assets
and $48 million of total stockholders' equity as of December 31, 2005. Carver
has approximately 120 employees. For more information about Carver Federal
Savings Bank, please visit www.carverbank.com.
ABOUT COMMUNITY CAPITAL BANK
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Community Capital Bank, headquartered in downtown Brooklyn, provides
banking services to individuals, nonprofits, developers of affordable housing,
real estate entrepreneurs, construction firms, and small businesses in all five
boroughs of New York City. Community Capital Bank operates two full-service
branches at 111 Livingston Street in downtown Brooklyn, and at 140 58th Street
at the Brooklyn Army Terminal in Sunset Park. Community Capital Bank has
approximately 40 employees. For information about Community Capital Bank, please
visit www.communitycapitalbank.com.
FOR ADDITIONAL INFORMATION, CONTACT:
- ------------------------------------
WILLIAM GRAY DAVID LILLY
CHIEF FINANCIAL OFFICER JOSEPH KUO
CARVER FEDERAL SAVING BANK KEKST AND COMPANY
(212) 360-8840 (212) 521-4800
(CARVER INVESTOR RELATIONS) (CARVER MEDIA RELATIONS)
CHARLES F. KOEHLER
PRESIDENT & CHIEF EXECUTIVE OFFICER
COMMUNITY CAPITAL BANK
(718) 802-1212
THIS RELEASE MAY CONTAIN CERTAIN "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, AND MAY BE IDENTIFIED
BY THE USE OF SUCH WORDS AS "MAY," "BELIEVE," "EXPECT," "ANTICIPATE," "SHOULD,"
"PLAN," "ESTIMATE," "PREDICT," "CONTINUE," AND "POTENTIAL" OR THE NEGATIVE OF
THESE TERMS OR OTHER COMPARABLE TERMINOLOGY. EXAMPLES OF FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT (I) THE BENEFITS OF
THE MERGER BETWEEN CARVER AND COMMUNITY CAPITAL, INCLUDING FUTURE FINANCIAL AND
OPERATING RESULTS, COST SAVINGS AND ACCRETION TO REPORTED EARNINGS THAT MAY BE
REALIZED FROM THE MERGER AND (II) CARVER'S AND COMMUNITY CAPITAL'S PLANS,
OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER STATEMENTS CONTAINED IN THIS
RELEASE THAT ARE NOT HISTORICAL FACTS. THE FOLLOWING FACTORS, AMONG OTHERS,
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE ANTICIPATED RESULTS OR
OTHER EXPECTATIONS EXPRESSED IN THE FORWARD-LOOKING STATEMENTS: (1) THE
BUSINESSES OF CARVER AND COMMUNITY CAPITAL MAY NOT BE COMBINED SUCCESSFULLY, OR
SUCH COMBINATION MAY TAKE LONGER TO ACCOMPLISH THAN EXPECTED; (2) THE COST
SAVINGS FROM THE MERGER MAY NOT BE FULLY REALIZED OR MAY TAKE LONGER TO REALIZE
THAN EXPECTED; (3) OPERATING COSTS, CUSTOMER LOSS AND BUSINESS DISRUPTION
FOLLOWING THE MERGER, INCLUDING ADVERSE EFFECTS ON RELATIONSHIPS WITH EMPLOYEES,
MAY BE GREATER THAN EXPECTED; (4) GOVERNMENTAL APPROVALS OF THE MERGER MAY NOT
BE OBTAINED, OR ADVERSE REGULATORY CONDITIONS MAY BE IMPOSED IN CONNECTION WITH
GOVERNMENTAL APPROVALS OF THE MERGER; (5) THE STOCKHOLDERS OF COMMUNITY CAPITAL
MAY FAIL TO APPROVE THE MERGER; (6) ADVERSE GOVERNMENTAL OR REGULATORY POLICIES
MAY BE ENACTED; (7) THE INTEREST RATE ENVIRONMENT MAY FURTHER COMPRESS MARGINS
AND ADVERSELY AFFECT NET INTEREST INCOME; (8) THE RISKS ASSOCIATED WITH
CONTINUED DIVERSIFICATION OF ASSETS AND ADVERSE CHANGES TO CREDIT QUALITY; (9)
DIFFICULTIES ASSOCIATED WITH ACHIEVING EXPECTED FUTURE FINANCIAL RESULTS; (10)
COMPETITION FROM OTHER FINANCIAL SERVICES COMPANIES IN CARVER'S AND COMMUNITY
CAPITAL'S MARKETS; AND (11) THE RISK OF AN ECONOMIC SLOWDOWN THAT WOULD
ADVERSELY AFFECT CREDIT QUALITY AND LOAN ORIGINATIONS. ADDITIONAL FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE
FORWARD-LOOKING STATEMENTS ARE DISCUSSED IN CARVER'S REPORTS (SUCH AS ANNUAL
REPORTS ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND CURRENT REPORTS ON FORM
8-K) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") AND AVAILABLE AT
THE SEC'S INTERNET SITE (HTTP://WWW.SEC.GOV). ANY OR ALL OF THE FORWARD-LOOKING
STATEMENTS IN THIS RELEASE AND IN ANY OTHER PUBLIC STATEMENTS MADE BY CARVER MAY
TURN OUT TO BE WRONG. THEY CAN BE AFFECTED BY INACCURATE ASSUMPTIONS CARVER
MIGHT MAKE OR BY KNOWN OR UNKNOWN RISKS AND UNCERTAINTIES. CONSEQUENTLY, NO
FORWARD-LOOKING STATEMENT CAN BE GUARANTEED. CARVER DOES NOT INTEND TO UPDATE
ANY OF THE FORWARD-LOOKING STATEMENTS AFTER THE DATE OF THIS RELEASE OR TO
CONFORM THESE STATEMENTS TO ACTUAL EVENTS.
ADDITIONAL INFORMATION
THE PROPOSED TRANSACTION WILL BE SUBMITTED TO COMMUNITY CAPITAL'S STOCKHOLDERS
FOR THEIR CONSIDERATION. COMMUNITY CAPITAL WILL PREPARE A PROXY STATEMENT TO BE
DISTRIBUTED TO THE STOCKHOLDERS OF COMMUNITY CAPITAL IN CONNECTION WITH THEIR
VOTE ON THE PROPOSED TRANSACTION AND OTHER RELEVANT DOCUMENTS CONCERNING THE
PROPOSED TRANSACTION. STOCKHOLDERS OF COMMUNITY CAPITAL ARE URGED TO READ THE
PROXY STATEMENT AND THE OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
THE PROXY STATEMENT, MAY BE OBTAINED FREE OF CHARGE BY DIRECTING A REQUEST TO
COMMUNITY CAPITAL, PRESIDENT AND CHIEF EXECUTIVE OFFICER, 111 LIVINGSTON STREET,
BROOKLYN, NY 11201, (718) 802-1212.
PARTICIPANTS IN THIS TRANSACTION
CARVER AND COMMUNITY CAPITAL AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE
OFFICERS MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM
COMMUNITY CAPITAL'S STOCKHOLDERS IN CONNECTION WITH THIS TRANSACTION.
INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF CARVER AND COMMUNITY
CAPITAL AND INFORMATION ABOUT OTHER PERSONS WHO MAY BE DEEMED PARTICIPANTS IN
THIS TRANSACTION WILL BE INCLUDED IN THE PROXY STATEMENT. YOU CAN FIND
INFORMATION ABOUT CARVER'S EXECUTIVE OFFICERS AND DIRECTORS IN CARVER'S
DEFINITIVE PROXY STATEMENT FILED WITH THE SEC ON JULY 29, 2005. YOU CAN FIND
INFORMATION ABOUT COMMUNITY CAPITAL'S EXECUTIVE OFFICERS AND DIRECTORS IN
COMMUNITY CAPITAL'S PROXY STATEMENT. YOU CAN OBTAIN FREE COPIES OF THESE
DOCUMENTS FROM CARVER BY DIRECTING A REQUEST TO EVAN JALAZO, VICE PRESIDENT AND
CONTROLLER, 75 WEST 125TH STREET, NEW YORK, NY 10027, (212) 876-4747 OR FROM
COMMUNITY CAPITAL USING THE CONTACT INFORMATION ABOVE.
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